UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
MAI SYSTEMS CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
552620 20 5
(CUSIP Number)
Richard S. Ressler
c/o Lewis H. Stanton
MAI Systems Corporation
9601 Jeronimo Road
Irvine, CA 92618
(714) 598-6122
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 18, 1997
(Date of Event which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Page 1 of 7 Pages
<PAGE>
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 7 Pages
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- ---------------------
CUSIP NO. 552620 20 5
- ---------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard S. Ressler
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,813,301 Shares. See Item 5 herein
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,813,301 Shares. See Item 5 herein
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,813,301 Shares. See Item 5 herein
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
- --------
* SEE INSTRUCTIONS BEFORE FILLING OUT. INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
Page 3 of 7 Pages
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%. See Item 5 herein
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
- --------
* SEE INSTRUCTIONS BEFORE FILLING OUT. INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
Page 4 of 7 Pages
<PAGE>
PRELIMINARY STATEMENT:
This Amendment No. 3 supplements the Schedule 13D filed by Richard S.
Ressler (the "Reporting Person") with the Securities and Exchange Commission on
February 21, 1995, as amended previously on or about April 25, 1996 and
September 8, 1997, relating to the common stock, par value $0.01 per share (the
"Common Stock"), of MAI Systems Corporation ("MAI"). Unless otherwise defined
herein, all terms used herein shall have the meanings ascribed to them in such
Schedule 13D.
ITEM 1. SECURITY AND ISSUER
No change.
ITEM 2. IDENTITY AND BACKGROUND
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change with respect to transactions previously reported. With
respect to the transaction reported in Item 5(c) herein: Personal funds in the
amount of $152,000.
ITEM 4. PURPOSE OF TRANSACTION
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 18, 1997 and after giving effect to
transactions previously reported and reported in Item
5(c) herein, the Reporting Person was the beneficial
owner of an aggregate of 1,813,301 shares of MAI Common
Stock (the "Shares") which constituted 17.2% of the
Common Stock. The foregoing beneficial ownership
includes 467,105 shares of MAI Common Stock underlying
Warrants held by the Reporting Person, which, after
giving effect to anti-dilution adjustments and
exercises, became exercisable on or about August 15,
1994 for a five year term at an exercise price of $1.90
per share (the "Warrants"). (Previously, the Reporting
Person also had 50,000 warrants that became exercisable
on or about March 6, 1997 for a five year term at an
exercise price of $7.50 per share; such warrants were
exercised in the transaction described in Item 5(c)
below). The foregoing percentage reflects a total of
10,095,705 shares of Common Stock outstanding as of
September 18, 1997 (as reported by MAI's transfer
Page 5 of 7 Pages
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agent), after completion of the transaction reported in Item 5(c)
herein, and also assumes the exercise of such remaining Warrants held
by the Reporting Person, but not the exercise of any other warrants or
options held by other persons with respect to the Common Stock (i.e.
the denominator for calculating such percentage is 10,562,810 shares).
(b) No change.
(c) No change with respect to transactions previously
reported. In order to induce exercises, on September
12, 1997, MAI temporarily repriced the exercise price
of all of its outstanding warrants that were "out of
the money" to an exercise price of $3.04 per share.
Such reduction was for a one week period only and such
reduced exercise price was set at a level equal to 90%
of the average closing market price for the Common
Stock over the ten most recent trading days immediately
prior to such temporary repricing. In order to take
advantage of such repricing, effective September 18,
1997, the Reporting Person exercised warrants to
acquire 50,000 shares of the Common Stock from MAI at
$3.04 per share. See Items 3 and 5(a) herein.
Additionally, the Reporting Person understands that
other warrant holders exercised warrants to acquire an
aggregate of 750,000 shares of the common stock from
MAI, also at $3.04 per share.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Inapplicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Inapplicable.
Page 6 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 18, 1997.
/s/ Richard S. Ressler
Richard S. Ressler
Page 7 of 7 Pages
